Indemnification Agreement

An Indemnification Agreement in the following form has been executed by the Company and each of John C. Kennedy, Warren A. Veltman, David J. Wagner, Robert L. Hooker, Kenneth K. Rieth, Mark J. Bissell and Kim Korth:


AUTOCAM CORPORATION


INDEMNIFICATION AGREEMENT


This Agreement is made as of August 13, 1999, by and between Autocam Corporation (the "Corporation') a Michigan corporation, and [Individual Director's Name] ("Indemnitee").


Indemnitee is a director of the Corporation. It is essential to the Corporation to attract and retain as directors the most capable persons available. The Corporation's Articles of Incorporation, as approved by its shareholders, provide that the Corporation's directors shall be indemnified as of right to the fullest extent permitted by law. This Agreement implements that provision. In consideration of Indemnitee's agreement to serve as a director of the Corporation, the parties are entering into this Agreement.


THEREFORE, the Corporation and Indemnitee agree:


Section 1. Definitions. As used in this Agreement:


(a) "Expenses" shall mean all reasonable costs, expenses, and
obligations actually paid or incurred in connection with investigating,
litigating, being a witness in, defending, or participating in, or
preparing to litigate, defend, be a witness in, or participate in any
matter that is the subject of a Proceeding (as defined below),
including, without limitation, any attorney, accountant and expert fees
and court costs.


(b) "Proceeding" shall mean any threatened, pending, or
completed action, suit, or proceeding, or any inquiry or investigation,
whether brought by or in the right of the Corporation or otherwise, and
whether of a civil, criminal, administrative, or investigative nature,
including without limitation any administrative or civil action
instituted by any federal or state securities regulatory agency, in
which Indemnitee is, may be, or may have been involved as a party or
otherwise by reason of the fact that Indemnitee is or was a director,
officer, employee, or agent of the Corporation or by reason of any
action taken by Indemnitee, or any inaction on Indemnitee's part, while
acting as a director, officer, employee, or agent of the Corporation or
by reason of the fact that Indemnitee is or was elected, appointed or
serving at the request of the Corporation as a director, officer,
partner, trustee, employee, agent or fiduciary of any other foreign or
domestic corporation, partnership, joint venture, trust or other
enterprise, whether for profit or not.


(c) "Resolution Costs" shall include any amount paid in
connection with a Proceeding and in satisfaction of a judgment, fine or
penalty, or any amount paid in settlement of a Proceeding.


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(d) "Change in Control" shall mean an occurrence of a nature
that would be required to be reported in response to Item 6(e) of
Schedule 14A of Regulation 14A issued under the Securities Exchange Act
of 1934, as amended (the "Act"). Without limiting the inclusiveness of
the definition in the preceding sentence, a Change in Control of the
Corporation shall be deemed to have occurred as of the first day that
any one or more of the following conditions is satisfied: (a) any
Person is or becomes the "beneficial owner' (as defined in Rule 13d-3
under the Act), directly or indirectly, of securities of the
Corporation representing 25% or more of the combined voting power of
the Corporation's then outstanding securities; (b) the failure at any
time of the Continuing Directors to constitute at least a majority of
the board of directors of the Corporation; or (c) any of the following
occur: (i) any merger or consolidation of the Corporation, other than a
merger or consolidation in which the voting securities of the
Corporation immediately prior to the merger or consolidation continue
to represent (either by remaining outstanding or being converted into
securities of the surviving entity) 60% or more of the combined voting
power of the Corporation or surviving entity immediately after the
merger or consolidation with another entity; (ii) any sale, exchange,
lease, mortgage, pledge, transfer or other disposition (in a single
transaction or a series of related transactions) of assets or earning
power aggregating more than 50% of the assets or earning power of the
Corporation on a consolidated basis; (iii) any complete liquidation or
dissolution of the Corporation; (iv) any reorganization, reverse stock
split or recapitalization of the Corporation which would result in a
Change in Control as otherwise defined herein; or (v) any transaction
or series of related transactions having, directly or indirectly, the
same effect as any of the foregoing.


(e) "Continuing Directors" means the individuals who were
either (a) serving as directors of the Corporation on June 1, 1999, or
(b) subsequently appointed or elected as a director, if appointed or
nominated by at least a majority of the Continuing Directors in office
at the time of the nomination or appointment, but specifically
excluding any individual whose initial assumption of office occurs as a
result of either an actual or threatened "election contest" (as the
term is used in Rule 14a-11 of Regulation 14A promulgated under the
Act) or other actual or threatened solicitation of proxies or consents
by or on behalf of a Person other than the Corporation's board of
directors.


(f) "Person" has the same meaning as set forth in Sections
13(d) and 14(d)(2) of the Act.


(g) A "Potential Change in Control" shall be deemed to have
occurred if (i) the Corporation enters into an agreement, the
consummation of that would result in the occurrence of a Change in
Control; (ii) any person (including the Corporation) publicly announces
an intention to take or to consider taking actions that once
consummated would constitute a Change in Control; or (iii) the Board of
Directors adopts a resolution to the effect that, for purposes of this
Agreement, a Potential Change in Control has occurred.


Section 2. Agreement To Serve. Indemnitee agrees to serve as a director and/or officer of the Corporation for so long as Indemnitee is duly electedor appointed or until the tender of Indemnitee's written resignation.


Section 3. Indemnification.


(a) The Corporation shall indemnify Indemnitee against all
Expenses incurred by Indemnitee in connection with any Proceeding,
except as otherwise provided in this Agreement. The Corporation shall
indemnify Indemnitee against all Resolution Costs incurred by
Indemnitee in connection with any Proceeding other than a Proceeding by
or in the right of the Corporation, except as otherwise provided in
this Agreement. However, no indemnification shall be made under this
Section if and to the extent that such Expenses or Resolution Costs
are:


(i) with respect to remuneration paid Indemnitee if it
shall be determined by a final judgment or other final
adjudication that such remuneration was in violation of law;


(ii) on account of any suit in which judgment is
rendered against Indemnitee for an accounting of profits made
from the purchase and sale by Indemnitee of securities of the
Corporation pursuant to the provisions of Section 16 of the
Securities Exchange Act of 1934 and amendments thereto;


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(iii) on account of Indemnitee's conduct which is
determined by a final judgment or other final adjudication to
have been knowingly fraudulent, deliberately dishonest, or
willful misconduct;


(iv) on account of Indemnitee's conduct which is finally,
affirmatively and unconditionally determined to have not been
in good faith, to have not been believed by Indemnitee to have
been in or not opposed to the best interests of the
Corporation, or to have produced an unlawful personal benefit;


(v) with respect to a criminal proceeding if the
Indemnitee knew or reasonably should have known that
Indemnitee's conduct was unlawful; or


(vi) if a final decision by a court having jurisdiction in
the matter shall determine that such indemnification is not
lawful.


(b) In addition to any indemnification provided under
Subsection 3(a) above, the Corporation shall indemnify Indemnitee
against any Expenses or Resolution Costs incurred by Indemnitee,
regardless of the nature of the Proceeding that Expenses and/or
Resolution Costs were incurred, if the Expenses or Resolution Costs
would have been covered, insured or reimbursed under any insurance
policy in effect on the effective date of this Agreement or that become
effective on any later date.


(c) It is the intent of this Agreement that, in addition to
any indemnification provided under Subsections 3(a) and 3(b), the
Corporation shall indemnify Indemnitee, to the fullest extent allowed
by law as presently or hereafter enacted or interpreted, against any
Expenses and Resolution Costs incurred by Indemnitee in connection with
any Proceeding. To the extent a change in, or in the implementation or
interpretation of, the Michigan Business Corporation Act or the federal
or state securities laws (whether by statute, regulation, judicial
decision or otherwise) permits greater indemnification, either by
agreement or otherwise, t ...